iVOW, Inc 2101 Faraday Avenue Carlsbad, CA 92008Selling Agreement • August 15th, 2005 • iVOW, Inc. • Services-misc health & allied services, nec • Florida
IVOW, Inc., a Delaware corporation (the “Seller”), proposes to offer and sell (the “Offering”), to selected investors, upon the terms set forth herein and in the Confidential Private Placement Memorandum and other documents to be supplied to the investors (which collectively, together with the attachments and exhibits thereto, is referred to as the “Offering Document”), a copy of which has been delivered to you, up to 8,500,000 units (the “Units”); each Unit consisting of 1 share of Common Stock (the “Common Stock”) and a warrant to purchase 1 share of Common Stock (the “Warrants”). The Common Stock and Warrants shall have those provisions described in Exhibit B hereto, and shall be acceptable to the Selling Agent. (The Units are sometimes referred to hereafter as the “Offered Securities”). Dawson James Securities, Inc. (the “Selling Agent”) agrees to offer and sell on an exclusive “best efforts, all or none” basis, that number of Units that results in an aggregate sales price of at le
Confidential iVOW, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2005 • iVOW, Inc. • Services-misc health & allied services, nec • Delaware
SUBSCRIPTION TO PURCHASE, units (a “Unit” or the “Units”) consisting of shares of Common Stock, $0.01 par value per share, and warrants (the “Common Stock Warrants”) exercisable for the purchase of shares of Common Stock of the Company, on the terms and conditions set forth on Exhibit A hereto. Each Unit consists of one share of Common Stock and a Common Stock Warrant to purchase one share of Common Stock of the Company. The Common Stock and the Common Stock Warrants, and the shares of Common Stock issuable upon the exercise of the Common Stock Warrants, are collectively referred to herein as the “Securities”. The initial closing (the “Initial Closing”) of the offering will occur after subscriptions for at least $2.0 million (the “Minimum Offering Amount”) have been received and the funds representing the Minimum Offering Amount have been placed into an escrow account. The Initial Closing shall consist of that number of Units that represent no more than 19.9% of the outstanding voting
SELLING AGENT’S WARRANTWarrant Agreement • August 15th, 2005 • iVOW, Inc. • Services-misc health & allied services, nec • Florida
IVOW, Inc., a Delaware corporation (the “Company”), hereby certifies that for the Exercise Price stated herein for each share of common stock, $0.01 par value per share, of the Company (“Common Stock”), issuable upon exercise of this Selling Agent’s Warrant (“Selling Agent’s Warrant”), Dawson James Securities or any assignees of directors or officers of Dawson James Securities as it may direct in its sole discretion (the “Selling Agent”), is entitled, subject to the terms set forth in this Selling Agent’s Warrant, at any time or from time to time, commencing on May , 2005 (the “Issue Date”), to purchase from the Company ( ) shares of Common Stock (the “Shares”), of the Company at the exercise price per share as follows: Shares at an exercise price of ($ ) per Share and Shares at an exercise price of ($ ) per Share (collectively each of the exercise prices per Share shall hereinafter be referred to as the “Exercise Price”), all as more particularly described in the Company’s Confidentia
